CORPORATE STOCK REDEMPTION AGREEMENT
This
Corporate Stock Redemption Agreement, made this 6 th day
of May, 2008 (the “Agreement”), by and between Material
Technologies, Inc., a Delaware corporation, (the
“Corporation”) and The Robert M. Bernstein Revocable
Trust (the “Stockholder”) (individually, a
“Party”; collectively, the
“Parties”). This Agreement supersedes any and all
agreements and understandings which predate this Agreement.
A. The
Stockholder owns 30,000,000 shares of common stock issued by the
Corporation (“Subject Shares”).
B. The
Corporation desires to redeem and purchase from the Stockholder the
Subject Shares on the terms and subject to the conditions specified
in this Agreement.
C. Pursuant
to this Agreement and subject to the terms and conditions specified
in this Agreement, the Stockholder shall sell, assign, transfer,
convey, surrender, deliver, and set over to the Corporation the
Subject Shares.
NOW,
THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT
SHALL BE DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT, AND THE
MUTUAL COVENANTS, PROMISES, UNDERTAKINGS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT AND
OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE,
AGREE, REPRESENT AND WARRANT AS FOLLOWS:
1.
Redemption of Subject Shares
. On the terms and subject to all of the conditions
specified by the provisions of this Agreement and upon the
performance by each of the Parties of their respective obligations
created by the provisions of this Agreement, the Stockholder hereby
forever and irrevocably sells, assigns, transfers, surrenders,
conveys, delivers, and sets over to the Corporation, and
Corporation hereby purchases and redeems from the Stockholder, the
Subject Shares, by the Stockholder surrendering and delivering to
the Corporation the certificate(s) representing and evidencing the
Subject Shares, duly endorsed for transfer or accompanied by stock
powers duly executed by the Stockholder.
2.
Consideration . As consideration for the
Stockholder’s surrender and sale, and the Corporation's
purchase and redemption, of the Subject Shares, the Corporation
shall issue to the Stockholder a total of 100,000,000 options to
purchase common stock pursuant to the Corporation’s 2008
Incentive and Nonstatutory Stock Option Plan, dated April 22, 2008
(the “Purchase Price”), the payment of which shall be
made within 30 days of the date first written hereinabove.
3.
Stockholder’s Representations, Warranties and
Covenants . The Stockholder represents and warrants to
the Corporation and covenants with the Corporation the following,
the truth and accuracy of each of which shall constitute a
condition precedent to the obligations of the Corporation pursuant
hereto:
|
|
3.1
Validity of Agreement . This Agreement is valid and
obligates the Stockholder.
3.2
Share Ownership . The Stockholder is the owner, free
and clear of any encumbrances, of the Subject Shares. The
Stockholder has full and complete rights and authorities to
transfer, sell, surrender, assign, and convey the Subject Shares to
the Corporation.
3.3
Brokerage and Finder's Fees. The Stockholder has not
incurred any liability to any broker, finder or agent for any
brokerage fees, finder's fees or commissions with respect to the
transaction contemplated by the provisions of this Agreement.
3.4
Voluntary Nature of Transaction . The surrender and sale by
the Stockholder to the Corporation of the Subject Shares is made
freely and voluntarily by the Stockholder. The Stockholder, in
selling and surrendering the Subject Shares to the Corporation, is
not acting under fraud, duress, menace or undue influence. |
|
|
4.
Corporation's Representations and Warranties. The
Corporation represents and warrants to the Stockholder and
covenants with the Stockholder the following, the truth and
accuracy of each of which shall constitute a condition precedent to
the obligations of the Stockholder pursuant hereto:
|
|
4.1
Validity of Agreement. This Agreement is valid and
obligates the Corporation. The Corporation has full and complete
power and authority to redeem the Subject Shares, as contemplated
by the provisions of this Agreement.
4.2
Brokerage and Finder's Fees. The Corporation has not
incurred any liability to any broker, finder or agent for any
brokerage fees, finder's fees or commissions with respect to the
transactions contemplated by the provisions of this Agreement.
4.3
Voluntary Nature of Transaction. The Corporation’s
agreement to enter into the transaction contemplated by the
provisions of this Agreement is made freely and voluntarily by the
Corporation. The Corporation in redeeming the Subject Shares
is not acting under fraud, duress, menace or undue influence.
|
5.
Attorneys’ Fees . In the event any Party hereto
shall commence legal proceedings against the other to enforce the
terms hereof, or to declare rights hereunder, as the result of a
breach of any covenant or condition of
this
|
